Vectura
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Vectura, Tobacco Tactics, updated 17 April 2024, accessed 27 April 2024.
Vectura is a UK company specialising in inhaler products to deliver medicines.1
In September 2021, the company was acquired by Philip Morris International (PMI).
Background
Vectura’s inhalers were originally developed at a research centre at the University of Bath. A spin-off company was merged with Vectura in the late 1990s.234 This type of dry powder inhaler is used to help treat health problems like chronic obstructive pulmonary disease (COPD),4 a group of lung conditions often caused, or made worse by, smoking.5 Some products have been licensed to other pharmaceutical companies, including GlaxoSmithKline and Novartis.4
PMI’s Interest in Vectura
In a presentation to investors in February 2021, Philip Morris International (PMI) stated that it planned to go “beyond nicotine” including into “respiratory drug delivery”.6
According to PMI, Vectura:
“has thirteen key inhaled products marketed by major global pharmaceutical partners, as well as a diverse portfolio of partnerships for drugs in clinical development.”7
Vectura inhaler technology is licensed to other pharmaceutical companies, including Glaxo-Smith-Kline, Novartis and Mundipharma.8
PMI’s Acquisition Strategy
Outbid Carlyle
The Vectura board agreed an offer from a private equity firm, Carlyle, in May 2021.9 However, PMI then made a higher bid, which the board then recommended be accepted by shareholders.10
Carlyle increased its bid, and PMI then also raised its offer.11 On the 12 August, Vectura’s board of directors recommended to shareholders that they accept PMI’s UK£1.1 billion offer.12
Bought up shares
PMI purchased a large numbers of shares in Vectura before the final shareholder vote on 15 September 2021.1314 PMI was prevented from buying shares from US investors under market regulations, but these rules did not apply in the UK or other countries.15 (See below for criticism of UK company law in relation to the Vectura deal)
Gained control
By 15 September, PMI owned 50% of the shares and had gained control of a further 25%.15 Despite further objections raised by public health stakeholders, this enabled PMI to get its £UK1.1 billion deal approved.1516
PMI then applied to remove Vectura from the London Stock Exchange, and to re-register it as a private limited company.1718 By 1 October, PMI held 97% of shares and was in a position to force the purchase of the remainder.19
As a private company Vectura will have fewer obligations for reporting and disclosure.17 A campaigning organisation, The Better Business Act, argued that the Vectura takeover indicated that the UK’s Companies Act needed reform, so that “directors are required to align shareholder interests with wider society…” and “…the benefits of transactions are shared and potential harms avoided.”20
Vectura, along with Fertin Pharma, is now a subsidiary of Vectura Fertin Pharma, a company established by PMI in 2022 to oversee the commercial development of its pharmaceutical acquisitions.21 PMI’s Chief Life Science’s Officer, Jorge Insuasty, was appointed President of Vectura Fertin Pharma in December 2022.22 According to its website, Vectura Fertin Pharma brings together “Vectura’s expertise in inhalation and Fertin Pharma’s leadership in oral and intra-oral delivery systems”.21
Acquisition Criticised by WHO and Public Health NGOs
There had been strong criticism of PMI’s acquisition, in particular from health charities and the World Health Organization (WHO).23The UK government was urged to investigate the deal.2425
The NGO Tobacco Free Portfolios wrote a letter to Vectura shareholders, on behalf of multiple public health stakeholders, before they voted on the deal. The letter explained why shareholders should reject PMI’s bid.26 It cited potential problems for the company accessing future grants and for scientific collaboration, as well as the ethical and reputational risks of associating with a tobacco company.26
In addition, the company would be excluded from influencing health policy by the Framework Convention on Tobacco Control (FCTC).262527828
Health NGOs Asthma UK and the British Lung Foundation warned that:
“There’s now a very real risk that Vectura’s deal with big tobacco will lead to the cigarette industry wielding undue influence on UK health policy.”15
PMI’s expansion in to the delivery of healthcare was described as “reprehensible” by the American Thoracic society and also condemned by the British Thoracic Society, European Respiratory Society, US COPD Foundation and the American Lung Association, according to an article published in the BMJ’s journal Thorax.29
Repercussions for Vectura
Warnings by public health experts that a PMI-takeover would exclude Vectura from health forums appear to have been borne out.
It was reported that the company was excluded from a pharmaceutical conference after academics objected to its presence.30 Vectura was removed as a sponsor and participant in Formulation and Delivery UK event. A letter to organisers Oxford Global said that academics would refuse to participate if Ventura continued its association. Peter Barnes, professor of thoracic medicine at the National Heart and Lung Institute, who coordinated the letter said that he expected other pharmaceutical industry events to follow suit.30
A week later The Times reported that Vectura had been removed from the Drug Delivery to the Lungs conference as a sponsor and a company representative had stood down from the conference committee.31
Doctors and patients in the UK have indicated they may switch to alternative inhaler manufacturers following the company’s acquisition.32
An article published in the International Journal for Chronic Obstructive Pulmonary Disease in October 2021 discussed the practicalities of “switching people with lung disease to inhaled medications that are not tobacco industry linked.”33 The article lists inhalers linked to Vectura (at the time of publication) as well as potential alternatives with no links to the tobacco industry.33
PMI’s Other Pharmaceutical Acquisitions
Around the same time as its acquisition of Vectura, PMI also bought a US inhaler company Oti-Topic, and Fertin Pharma which specialises in nicotine products.34
In the media it promoted all three “pioneering pharmaceutical companies”.35
- For more on Oti-Topic and Fertin Pharma, see Tobacco Company Interests in Pharmaceuticals & NRT
PMI also acquired a cannabis inhaler.36
Relevant Links
Vectura company website
STOP: Vectura Acquisition Means Tobacco Giant PMI Will Profit Twice From Smoking
TobaccoTactics Resources
TCRG Research
For a comprehensive list of all TCRG publications, including TCRG research that evaluates the impact of public health policy, go to the Bath TCRG’s list of publications.
